Pre-Annual General Meeting Information • Jun 8, 2022
Pre-Annual General Meeting Information
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If you are in any doubt about the action you should take, you should consult an independent financial adviser. If you have recently sold or transferred your shares in Cobra Resources plc you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The registered office of Cobra Resources plc is 9th Floor, 107 Cheapside, London EC2V 6DN. Registered in England and Wales No. 11170056.
In line with the approach taken by the Company at the 2021 AGM, we are utilising the provisions in our articles of association ("Articles") to convene and hold this year's Annual General Meeting (the "AGM") as a virtual meeting, which is explained in the letter from the Chairman set out on pages 4 to 5 of this notice.
All voting at the resolutions at the AGM will be conducted on a poll, which means that you should submit your proxy as soon as possible. There will be a limited opportunity to submit a separate poll card in a short interval after the virtual meeting formally concludes.
| 1 | Chairman's letter | 4 |
|---|---|---|
| 2 | Notice of meeting | 6 |
| Notice of meeting and resolutions to be proposed Notes to Resolutions |
$6 - 8$ $9 - 11$ |
|
| 3 | Shareholder notes | $12 - 14$ |
| 4 | Contact details | 15 |
| Annual General Meeting | 10:00 a.m. on 30 June 2022 |
|---|---|
| Latest time for receipt of proxies | 10:00 a.m. on 28 June 2022 |
Your votes matter. If you cannot attend, please vote your shares by appointing a proxy. You can vote online at www.signalshares.com or by returning a paper proxy instruction by email to [email protected]$ if you asked for a proxy form.
All voting at the Annual General Meeting will be held as a poll in accordance with the provisions of our articles of association, so you can rest assured that your vote will count. You will be able to download and submit a poll card (if you wish to change your vote or have not voted prior to the meeting) at the meeting. Instructions on how to do this will be given on the meeting platform.
If you wish to raise a question at the Annual General Meeting, we ask that you submit your question in advance. We would politely remind you that the Directors will not answer questions relating to the individual rights of shareholders at the Annual General Meeting itself, but if you wish to submit such a question by email, we will respond to the extent we are able.
If you chose to submit a question, we will confirm to you at least 48 hours in advance of the meeting that the question will be addressed. Unless you specifically request otherwise, the Chairman will put your question to the meeting and identify you by name as the person who has put the question (in the same way as he would ask you to identify yourself at an in-person meeting). Conducting the meeting in this way will allow everyone present to clearly hear the question.
In addition, there will be a short period at the start of the meeting for additional questions, but we would be very grateful if any matters could be raised in advance, as this will enable questions to be dealt with expediently.
Questions on the day will be taken by shareholders using the electronic "raise your hand" feature or typing their guestion into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to ask your question(s).
Please submit any questions by email to [email protected] with the subject line "AGM Question".
Dear Shareholder.
I look forward to welcoming you at the Cobra Resources plc (the "Company" or "Cobra") Annual General Meeting ("AGM"), on 30 June 2022. The AGM will start at 10:00 a.m.
In order to allow maximum shareholder participation and to save unnecessary cost and travelling, the Company is invoking certain of the meetings provisions in its articles of association ("Articles") to hold the AGM as a virtual meeting. Whilst COVID restrictions have been relaxed we are aware that the pandemic continues and many Shareholders may wish to avoid unnecessary travel. Those Shareholders who have attended our virtual Shareholder meetings on prior occasions will be aware that the platform which we use allows full participation by Shareholders and does not make attendance dependent on a willingness to travel to a specified venue (which will always be inconvenient for many, whichever location is chosen). I must stress that we strongly encourage all Shareholder feedback, should you feel uncomfortable raising a question in a live forum, please do not hesitate to email us in advance and we will do our best to ensure that the matter is addressed at the AGM.
Accordingly, we appreciate that the Company has only done this a couple of times before, and so I will explain the impact on the operation of the AGM and the voting process in some detail.
$11$ Before the AGM
In the usual way we ask and encourage shareholders to vote for the AGM resolutions by appointing the Chairman as a shareholder's proxy. Accordingly, shareholders are encouraged to vote their shares electronically at www.signalshares.com. On the home page, search "Cobra Resources plc" and then register or log in, using your Investor Code. To vote at the AGM, click on the "Vote Online Now" button by not later than 10.00 am on Tuesday 28 June 2022 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it). Electronic votes and proxy votes should be submitted as early as possible and in any event, to be received by no later than 10.00 am on Tuesday 28 June 2022.
Any power of attorney or other authority under which the proxy is submitted must be sent to the Company by emailing it to [email protected] or sending it to (Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have been received by the Company's Registrars by not later than 10.00 am on 30 June 2022 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).
In accordance with our articles of association all of the voting at the meeting will be conducted on a poll and there will be no show of hands. This means that your votes will all be counted for all the shares that vou have.
Please remember to submit any questions in advance in accordance with the instructions on pages 3 and 13 by email to [email protected] with the subject line "AGM Question".
If you wish to appoint a corporate representative, please contact the Registrar in the usual way.
$21$ On the Day of the Meeting
The meeting takes place at 10.00 a.m. on 30 June 2022.
To join the meeting type (or paste) the following web address into your web browser: https://mmitc-collab.webex.com/mmitc-collab/onstage/g.php?MTID=e19f6df85c556e0e2e6f9a17cb5e67a12
You will be asked to enter a password to gain access to the meeting. This code can be found on the letter notifying you about the holding of the AGM. Please keep this safe, if you have lost the password, or need help, email [email protected].
When the meeting opens at the appointed time, you will be able to see and hear the Chairman. The Chairman will open the meeting and address any questions that have been submitted in advance. There will then be a short opportunity to put any additional questions. Shareholders should indicate if they would like to ask a question using the electronic "raise your hand" feature or by typing their question into the Q&A box in the meeting. All attendees will remain muted by the host unless and until they are invited to ask a question.
The Chairman will then formally put the resolutions to the meeting and advise of the proxy votes received in advance
The meeting will then formally close.
Shareholders will have the option to download and submit an electronic poll card to record their vote. If you (a) have already submitted a proxy instruction and do not wish to change your vote; or (b) do not wish to vote, you do not need to download or submit the poll card.
The voting facility will switch off 30 minutes after the close of the meeting.
The results of the meeting will be announced by RNS and posted to the Company's website www.cobraplc.com on the day of the meeting. The full poll results will also be published on this website at the same time. The business of the AGM comprises resolutions (each, a "Resolution" and together, the "Resolutions") that public companies regularly bring to shareholders.
We ask for authority each year from you to allot shares in certain circumstances, sometimes without first offering those ordinary shares of nominal value 1p each in the capital of the Company ("Ordinary Shares") to existing shareholders ("Shareholders"). We wish to continue to comply with the spirit of institutional guidelines but maintain maximum flexibility as explained in the notes to the relevant Resolutions.
The Board is recommending that Shareholders support all the Resolutions before the AGM by returning your proxy vote at www.signalshares.com
You are entitled to request a hard copy form of proxy directly from the Company by emailing [email protected]$ . However, online voting is quicker and more secure than paper voting, and saves Cobra time and resources in processing the votes. If you have not already done so, I urge you to visit the Registrar's investor relations web pages at www.signalshares.com and provide an email address for communications with the Company.
Your votes do matter. Information about how to vote at the AGM is given on pages 12 - 13 of this notice. If you cannot attend the meeting, please vote your shares by appointing a proxy.
I look forward to hearing from you at the AGM.
Greg Hancock
Chairman
7 June 2022
The Board considers that Resolutions 1 to 9 are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of these Resolutions. Resolutions 1 to 7 and 9 will be proposed as ordinary resolutions and Resolution 8 will be proposed as a special resolution.
To receive the Annual Report and Accounts for the year ended 31 December 2021 ("Annual Report"). See notes on page 9.
To approve the directors' remuneration report set out in the Annual Report for the year ended 31 December 2021 See notes on page 9.
To re-elect Mr Greg Hancock as a director. See biography on page 9.
To re-elect Mr Daniel Maling as a director. See biography on pages 9 and 10.
To re-elect Mr David Clarke as a director. See biography on page 10.
To reappoint PKF Littlejohn LLP as auditors from the conclusion of the meeting until the conclusion of the next general meeting before which accounts are laid and to authorise the directors to fix the auditors' remuneration.
See notes on page 10.
To renew, for the period ending on the date of the AGM in 2023 or 15 months after the passing of this Resolution, whichever is the earlier, the authority and power conferred on the directors by the Company's articles of association ("Articles") to allot relevant securities up to an aggregate nominal amount equal to the Section 551 (of the 2006 Act) amount of £2,817,915 representing the aggregate nominal value of two thirds of the Ordinary Shares (defined below), provided that in relation to any allotment of relevant securities in excess of £1,408,957, representing the aggregate nominal value of one third of the Ordinary Shares (defined below), such authority shall only be used if the relevant securities are equity securities (as defined in Section 560(1) of the 2006 Act) and they are allotted in connection with a rights issue or other pre-emptive issues of equity shares which satisfies the conditions and may be subject to all or any of the exclusions specified in $(b)(i)$ of Resolution 8, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such relevant or equity securities to be allotted after such expiry, variation or revocation and the directors may allot relevant or equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked.
See notes on page 10.
THAT, subject to and conditionally upon the passing of Resolution 7, the directors of the Company are hereby empowered pursuant to section 570 of the 2006 Act to allot securities (as defined by section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561 of the 2006 Act did not apply to any such allotment provided that such power:
$(ii)$ the allotment of equity securities for cash otherwise than pursuant to sub-paragraph (b)(i) up to an aggregate maximum nominal amount of £846,211.
See notes on page 10 and 11.
THAT the Company be authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (as defined in section 693(4) of the Act) of its Ordinary Shares of nominal value 1 pence each ("Ordinary Shares") provided that:
such authority to apply until the end of next year's AGM (or, if earlier, 15 months after the passing of this Resolution) but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.
See notes on page 11.
By order of the Board. Ben Hodges Company Secretary 7 June 2022
The Board will present its reports and the accounts for the year ended 31 December 2021, as contained in the Annual Report. The Report and Accounts are still being completed as at the date of this notice but will be posted to the Company's website prior to the holding of the meeting and an RNS announcement will be made containing the results and advising shareholders of their availability.
The directors' remuneration report, which can be in the Annual Report gives details of the directors' remuneration for the year ended 31 December 2021. The report includes a statement from the committee chair, the components of the executive directors' remuneration, and the non-executive directors' fees.
The Company's auditors, PKF Littlejohn LLP, have audited those parts of the directors' remuneration report which are required to be audited and their report may be found in the Annual Report. The Annual Report has been approved by the Board and signed on its behalf by the Chairman of the Remuneration Committee.
The vote on the directors' remuneration report is advisory in nature and therefore not binding on the Company.
It is best practice that all Company directors retire and offer themselves for re-election at each AGM. As previously announced Mr Moulton has given notice that he is stepping down as chief executive officer and according he not standing for re-election as a director at the AGM. Messrs Hancock, Maling and Clarke will be standing for re-election at the AGM.
Mr Hancock retires and offers himself for reappointment.
Mr Hancock has over 25 years' experience in capital markets practicing in the area of Corporate Finance. He has extensive experience in both Australia and the United Kingdom through his close links to the stockbroking and investment banking community. In this time, he has specialised in mining and natural resources and has had a background financing and management of small companies. He was a founding shareholder and first Chairman of Cooper Energy Ltd, an exploration and production oil and gas company.
He is currently Chairman of AusQuest Limited, an Australian mining exploration company with projects in Peru and Australia, Chairman of BMG Resources Ltd, and Non-Executive Director of Zeta Petroleum Plc, King Island Scheelite Ltd and Golden State Mining Limited
Mr Hancock continues his close association with the capital markets in Australia and the United Kingdom through his private company Hancock Corporate Investments Pty Ltd.
Mr Maling retires and offers himself for reappointment.
Mr Maling is a member of the Chartered Accountants of Australia & New Zealand. He has over 21 years of senior corporate and commercial management experience primarily in the natural resource and technology sectors. He has worked with several AIM, ASX and TSX listed companies providing corporate finance,
business development and strategic advice. Daniel is a partner of Orana Corporate LLP, an accounting and corporate advisory boutique based in London.
Mr Clarke retires and offers himself for reappointment.
Mr Clarke is a geologist is a geologist with more than 50 years of professional experience and more than 25 years' experience as a director of Australian public companies. He was previously a senior geologist with the Commonwealth Department of the Interior and a Chief Geologist at Santos Limited. He was also the founder and Chairman of Australian Vintage Limited, a winemaking company based in the Riverland of South Australia. David was the founder, and remains a co-owner of, Thorn-Clarke Wines, a family-owned wine producer in the Barossa Valley of South Australia.
Reappointment of auditor and fixing of auditors' remuneration
At each general meeting at which the accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. It is proposed that PKF Littlejohn LLP be reappointed as the Company's auditor.
Directors' authority to allot shares
Resolutions 7, 8 and 9 seek limited authority from Shareholders for the Company to allot shares, and limited authority to allot shares in particular circumstances without first offering them to existing Shareholders. They enable the Company to raise capital quickly and easily when needed, and permit it to allot shares as consideration in a transaction.
It has been Cobra's approach to seek authority to allot shares at its AGM in order to allow as much flexibility as possible in the interests of the Company and its Shareholders as a whole.
The Investment Association share capital management guidelines (the "IA Guidelines") confirm that an authority to allot up to two-thirds of the existing issued share capital continues to be regarded as routine.
The directors of the Company are seeking authority to allot shares of up to a maximum nominal amount of £2.817.915. This is the 'Section 551 Amount' referred to in the Company's Articles and is equal to 66.6% (i.e. two-thirds) of the Company's issued share capital of Ordinary Shares. In accordance with the IA Guidelines, one half of this Section 551 Amount, that is 33.3% (i.e. one-third) of the Company's issued ordinary share capital, (excluding treasury shares), can only be used if the relevant securities are equity securities and are offered in connection with a rights issue or other pre-emptive issues of equity shares which satisfies the conditions and may be subject to all or any of the exclusions specified in (b)(i) of Resolution 8.
For information, as at 7 June 2022, the Company held no treasury shares. The authority conferred pursuant to Resolution 7 will expire on the date of the AGM in 2023 or 15 months after the passing of Resolution 7 at the AGM, whichever is the earlier.
The directors have no current intention of issuing shares other than in relation to the Company's employee share schemes.
Section 561 of the 2006 Act contains pre-emption rights that require all equity shares which it is proposed to allot for cash to be offered to existing Shareholders in proportion to existing shareholdings, unless a special resolution is passed to disapply such rights. Such rights do not apply to an issue otherwise than for cash, such as an issue in consideration of an acquisition. Subject to the passing of Resolution 7 and as noted therein, the proposed
Resolution provides for the dis-application of statutory pre-emption rights for allotments of equity securities for cash, but limits this authority to the allotment of equity securities up to an aggregate nominal value of £1,408,957 (representing approximately one third of the Company's share capital), provided that all allotments must be in the form of rights issues, open offers or other pre-emptive issues.
Further, the directors believe that the statutory requirements are too restrictive and, it is proposed that, subject to the passing of Resolution 7, the directors should be able to allot shares for cash otherwise than pursuant to rights issues, open offers or other pre-emptive issues etc. amounting to no more than an aggregate nominal amount of £846,211 representing approximately 20 per cent. of the Company's share capital. The broadening of the proposed Resolution to include pre-emptive issues other than rights issues is a departure from the strict wording of the IA Guidelines which is limited to rights issues, which the directors regard as too restrictive. The above departures in Resolutions 7 and 8 from the strict wording of the IA Guidelines should not be taken to indicate that they are being disregarded, but rather that the proposed Resolutions are designed to provide greater flexibility for the directors to determine the form of any future pre-emptive issues in the light of market conditions and practice, at the time such an issue may be proposed.
This Resolution seeks for the Company to purchase up to 10 per cent, of its issued Ordinary Shares (excluding any treasury shares).
The directors will exercise this authority only when to do so would be in the best interests of the Company and of its Shareholders generally and when such exercise could be expected to result in an increase in the earnings per share of the Company.
Ordinary Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The directors will consider holding any Ordinary Shares the Company may purchase as treasury shares. The Company currently has no Ordinary Shares in treasury. The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is 1 pence. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of (i) an amount equal to 5 per cent. above the average market value for an Ordinary Share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time.
As at 7 June 2022, the Company had options over 83,215,797 Ordinary Shares outstanding, representing 19.7 per cent. of the Company's issued Ordinary Share capital as at that date and 21.9 per cent. of the Company's issued Ordinary Share capital if the full authority to buy back Ordinary Shares being sought is granted and used and that all Ordinary Shares so bought back are cancelled and not held in treasury and re-issued.
The authority will expire at the earlier of 15 months after the passing of this Resolution and the conclusion of the AGM of the Company held in 2023.
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The meeting will be held exclusively as an electronic meeting on 30 June 2022.
The meeting will start at 10.00 a.m. so please allow plenty of time to log into the meeting. The meeting will be available for login at $9:00 a.m.$
The meeting will be held as a remote meeting only, in accordance with the Companies Act 2006 and the Company's Articles of Association in order to safeguard the health and safety of shareholders in light of the Coronavirus pandemic.
You can vote your shares by appointing a proxy - see notes on page 12. Any voting instructions you have validly given in advance will be counted at the meeting.
To log into the remote meeting, you need to type or paste the following web address into your web browser:
https://mmitc-collab.webex.com/mmitc-
collab/onstage/g.php?MTID=e19f6df85c556e0e2e6f9a17cb5e67a $12$
You will be asked to enter a password to gain access to the meeting. This can be found on the bottom section of your notification letter.
You will need to ask your broker or nominee to appoint you as either a proxy or as a corporate representative. If they appoint you as a proxy, the appointment must be notified to the Registrar by the appropriate deadline (see notes on page 12). If they appoint you as a corporate representative, they will need to write a letter to us setting out the details of the appointment and of your shareholding, and you will need to provide this letter to the Registrars in advance of the AGM. If you do not have such a letter, or the Registrar has not been notified of your appointment as a proxy, you will be denied entry to the meeting.
Please note that proxies and corporate representatives may not invite guests to the meeting.
The AGM is a private meeting of Shareholders and their representatives. Guests are not entitled to attend the meeting as of right, but they may be permitted entry at the absolute discretion of the Company at all times. You must contact us in advance if you would like to bring a guest: [email protected]
Proxies, corporate representatives and employee share plan participants may not bring guests to the meeting.
The chairman will announce when you will have an opportunity to ask questions. If you wish to ask a question, please use the electronic "raise your hand" facility or type your question into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to speak.
Please endeavour to keep your questions short.
As shareholders exit the remote meeting, they will have the option to submit an electronic poll card to record their vote. If you (a) have already submitted a proxy instruction and do not wish to change your vote, or (b) do not wish to vote, you can click on the button to skip this step.
The voting facility will close 30 minutes after the meeting ends.
Voting on all Resolutions is by a poll. In a Company such as ours, we think poll voting is the fairest approach. There will be no voting on the Resolutions by a show of hands.
We have included a 'vote withheld' option on our proxy and poll cards. A vote withheld is not a vote in law and will not be counted in calculation of the proportion of votes 'for' or 'against' a Resolution.
It is expected that the total of the votes cast by Shareholders 'for' or 'against' or 'withheld' on each Resolution will be published on www.cobraplc.com by midday on 30 June 2020.
All voting at the AGM will be held on a poll.
Under the 2006 Act, there are a number of rights that may now be available to indirect investors of Cobra, including the right to be nominated by the registered holder to receive general Shareholder communications direct from the Company.
The rights of indirect investors who have been nominated to receive communications from the Company in accordance with Section 146 of the Act ("nominated persons") do not include the right to appoint a proxy. However, nominated persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
If you have been so nominated to receive general Shareholder communications direct from Cobra, it is important to remember that your main contact in terms of your investment remains with the registered Shareholder or custodian or broker, or whoever administers the investment on your behalf. You should also deal with them in relation to any rights that you may have under agreements with them to be appointed as a proxy and to attend, participate in, and vote at the meeting, as described above.
Any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot quarantee dealing with matters that are directed to us in error. The only exception to this is where Cobra is exercising one of its powers under the 2006 Act and writes to you directly for a response.
Members satisfying the thresholds in Section 527 of the Act can require the Company to publish a statement on its website setting out any matter relating to;
The Company cannot require the members requesting the publication to pay its expenses in connection with the publication. The Company must forward a copy of the statement to the auditors when it publishes the statement on the website. The business which may be dealt with at the meeting includes any such statement that the Company has been required to publish on its website.
Members satisfying the thresholds in sections 338 and 338A of the 2006 Act can require the Company:
As at 7 June 2022 (the latest practicable date before the publication of this notice), the issued share capital of Cobra Resources plc comprised 423,110,510 Ordinary Shares (excluding treasury shares) nominal value 1p per share, each with one vote.
The total number of voting rights in Cobra Resources plc is 423,110,510.
Updates to this number are released via the Regulatory News Service on the last day of each month and can be viewed online at www.cobraplc.com/news.
Cobra Resources plc 9th Floor 107 Cheapside London EC2V 6DN Tel: +61 8 9316 4938 www.cobraplc.com
The Registrar Link Group 10th Floor, Central Square
29 Wellington Street Leeds
LS1 4DL
Orrick, Herrington & Sutcliffe (UK) LLP 107 Cheapside London EC2V 6DN
If you are an ordinary Shareholder, please contact Link Group at www.signalshares.com if you would like to change your election on how you receive Shareholder documents in the future.
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